On November 6, 2012, pursuant to a comment letter issued by the Staff of the
Securities and Exchange Commission (the "SEC") relating to the Form 10-Q for the
three and six months ended June 30, 2012 ("Form 10-Q") filed by usell.com, Inc.
(the "Company"), management of the Company, after discussions with the Company's
independent registered public accounting firm and the Staff of the SEC,
concluded that the previously-issued consolidated financial statements for the
three and six months ended June 30, 2012 contained in the Company's Form 10-Q
(the "Financial Statements") should no longer be relied upon based on the
restatement described below.

The discussions with the Staff of the SEC related to a grant of 2,500,000 fully
vested shares of common stock to the Company's then Co-Chairman that was
recorded as a prepaid expense on the Company's balance sheet which was being
amortized over a one-year period for services to be provided to the Company. The
Company believed that even though the shares were vested, the services were not
yet provided and should be capitalized and amortized over the one year service
term.

Following discussions with the Staff of the SEC, the Company's management
recommended to the Company's Audit Committee that the Company restate the
previously issued Financial Statements to remove the prepaid asset and expense
the full amount of the vested stock grant as of June 20, 2012. The Audit
Committee approved the restatement on November 6, 2012.

The resulting effect of the restatement in the second quarter is: (1) a decrease
in prepaid expenses and other current assets of $459,375, (2) an increase of
$459,375 in general and administrative expenses, (3) an increase of $459,375 in
net loss (increase of $0.04 and $0.05 loss per share for the three and six
months ended June 30, 2012, respectively), and (4) an increase in total
stockholders' deficit of $459,375. There was also an increase in stock based
compensation expense on the statement of cash flow of $459,375 and a
corresponding increase in net loss resulting in no net change of cash used in
operating activities.